Filed by the Registrant
x
|
|
Filed by a Party other than the Registrant
o
|
|
Check the appropriate box:
|
|
o
|
Preliminary Proxy Statement
|
o
|
Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
x
|
Definitive Proxy Statement
|
o
|
Definitive Additional Materials
|
o
|
Soliciting Material under Rule 14a-12
|
OFS Capital Corporation
|
||
(Name of Registrant as Specified in Its Charter)
|
||
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
|
||
Payment of Filing Fee (Check the appropriate box):
|
||
x
|
No fee required.
|
|
o
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
(1)
|
Title of each class of securities to which transaction applies:
|
|
(2)
|
Aggregate number of securities to which transaction applies:
|
|
(3)
|
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
|
|
(4)
|
Proposed maximum aggregate value of transaction:
|
|
(5)
|
Total fee paid:
|
|
o
|
Fee paid previously with preliminary materials.
|
|
o
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
|
|
(1)
|
Amount Previously Paid:
|
|
(2)
|
Form, Schedule or Registration Statement No.:
|
|
(3)
|
Filing Party:
|
|
(4)
|
Date Filed:
|
|
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held On June 9, 2020
|
1.
|
To approve a proposal to authorize flexibility for the Company, with approval of the Board of Directors of the Company (the “Board”), to sell or otherwise issue shares of its common stock (during the next 12 months) at a price below the Company’s then current net asset value per share in one or more offerings, subject to certain limitations set forth in the proxy statement for the Special Meeting (including that the cumulative number of shares sold pursuant to such authority does not exceed 25% of the Company’s then outstanding common stock immediately prior to each such sale); and
|
2.
|
To transact such other business as may properly come before the Special Meeting or any adjournments, postponements or delays thereof.
|
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE SPECIAL MEETING IN PERSON OR BY PROXY. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE, OR REGISTER YOUR VOTE BY TELEPHONE OR THROUGH THE INTERNET. IF YOU ATTEND THE SPECIAL MEETING AND WISH TO VOTE IN PERSON, YOU WILL BE ABLE TO DO SO AND YOUR VOTE AT THE SPECIAL MEETING WILL REVOKE ANY PROXY YOU MAY HAVE SUBMITTED. YOUR VOTE IS EXTREMELY IMPORTANT. NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN, PLEASE SEND IN YOUR PROXY CARD, VOTE YOUR SHARES BY TELEPHONE, OR VOTE VIA THE INTERNET, TODAY.
|
|
|
|
|
|
Closing Sales Price
|
|
Premium/
(Discount)
of High
Sales Price
as a Percentage
of NAV
(2)
|
Premium/
(Discount)
of Low
Sales Price
as a Percentage
of NAV
(2)
|
|
|||||||||||
|
|
NAV
(1)
|
|
High
|
|
|
Low
|
|
|
|||||||||||
Year Ending December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
13.68
|
|
$
|
12.50
|
|
|
|
$
|
10.98
|
|
|
|
(8.6
|
)%
|
|
(19.7
|
)%
|
|
Second Quarter
|
|
$
|
13.70
|
|
$
|
12.20
|
|
|
|
$
|
10.65
|
|
|
|
(10.9
|
)%
|
|
(22.3
|
)%
|
|
Third Quarter
|
|
$
|
13.75
|
|
$
|
12.70
|
|
|
|
$
|
11.48
|
|
|
|
(7.6
|
)%
|
|
(16.5
|
)%
|
|
Fourth Quarter
|
|
$
|
13.10
|
|
$
|
11.95
|
|
|
|
$
|
9.89
|
|
|
|
(8.8
|
)%
|
|
(24.5
|
)%
|
|
Year Ending December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
13.04
|
|
$
|
12.52
|
|
|
|
$
|
10.77
|
|
|
|
(4.0
|
)%
|
|
(17.4
|
)%
|
|
Second Quarter
|
|
$
|
12.95
|
|
$
|
12.80
|
|
|
|
$
|
11.85
|
|
|
|
(1.2
|
)%
|
|
(8.5
|
)%
|
|
Third Quarter
|
|
$
|
12.74
|
|
$
|
12.27
|
|
|
|
$
|
10.98
|
|
|
|
(3.7
|
)%
|
|
(13.8
|
)%
|
|
Fourth Quarter
|
|
$
|
12.46
|
|
$
|
12.01
|
|
|
|
$
|
10.99
|
|
|
|
(3.6
|
)%
|
|
(11.8
|
)%
|
|
Year Ending December 31, 2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
*
|
|
$
|
11.97
|
|
|
|
$
|
3.70
|
|
|
|
*%
|
|
|
*%
|
|
|
Second Quarter (through April 15, 2020)
|
|
$
|
*
|
|
$
|
4.88
|
|
|
|
$
|
3.52
|
|
|
|
*%
|
|
|
*%
|
|
(1)
|
NAV per share is determined as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low sales prices. The NAVs shown are based on outstanding shares at the end of each period.
|
(2)
|
Calculated as of the respective high or low closing sales price divided by NAV and subtracting 1.
|
(1)
|
a majority of the Company’s Independent Directors who have no financial interest in the sale have determined that such sale would be in the best interests of the Company and Stockholders;
|
(2)
|
a majority of the Company’s Independent Directors, in consultation with the underwriter or underwriters of the offering if it is to be underwritten, have determined in good faith, and as of a time immediately prior to the first solicitation by or on behalf of the Company of firm commitments to purchase such securities or immediately prior to the issuance of such securities, that the price at which such securities are to be sold is not less than a price which closely approximates the market value of those securities, less any underwriting commission or discount; and
|
(3)
|
the number of shares sold pursuant to such authority does not exceed 25% of the Company’s then outstanding common stock immediately prior to each such sale.
|
|
|
Prior to
|
|
Example 1
5% Offering
at 5% Discount
|
|
Example 2
10% Offering
at 10% Discount
|
|
Example 3
25% Offering
at 25% Discount
|
|
Example 4
25% Offering
at 100% Discount
|
||||||||
|
|
Sale Below
NAV
|
|
Following
Sale
|
|
%
Change
|
|
Following
Sale
|
|
%
Change
|
|
Following
Sale
|
|
%
Change
|
|
Following
Sale
|
|
%
Change
|
Offering Price
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Price per Share to Public
|
|
—
|
|
$10.00
|
|
—
|
|
$9.47
|
|
—
|
|
$7.89
|
|
—
|
|
$—
|
—
|
|
Net Proceeds per Share to Issuer
|
|
—
|
|
$9.50
|
|
—
|
|
$9.00
|
|
—
|
|
$7.50
|
|
—
|
|
$—
|
—
|
|
Decrease to NAV
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Shares Outstanding
|
|
1,000,000
|
|
1,050,000
|
|
5.00%
|
|
1,100,000
|
|
10.00%
|
|
1,250,000
|
|
25.00%
|
|
1,250,000
|
|
25.00%
|
NAV per Share
|
|
$10.00
|
|
$9.98
|
|
(0.20)%
|
|
$9.91
|
|
(0.90)%
|
|
$9.50
|
|
(5.00)%
|
|
$8.00
|
|
(20.00)%
|
Dilution to Stockholder
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares Held by Stockholder A
|
|
10,000
|
|
10,000
|
|
—
|
|
10,000
|
|
—
|
|
10,000
|
|
—
|
|
10,000
|
|
—
|
Percentage Held by Stockholder A
|
|
1.0%
|
|
0.95%
|
|
(4.76)%
|
|
0.91%
|
|
(9.09)%
|
|
0.80%
|
|
(20.00)%
|
|
0.80%
|
|
(20.00)%
|
Total Asset Values
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total NAV Held by Stockholder A
|
|
$100,000
|
|
$99,800
|
|
(0.20)%
|
|
$99,100
|
|
(0.90)%
|
|
95,000
|
|
(5.00)%
|
|
$80,000
|
|
(20.00)%
|
Total Investment by Stockholder A (Assumed to be $10.00 per Share)
|
|
$100,000
|
|
$100,000
|
|
—
|
|
$100,000
|
|
—
|
|
$100,000
|
|
—
|
|
$100,000
|
|
—
|
Total Dilution to Stockholder A (Total NAV Less Total Investment)
|
|
—
|
|
$(200)
|
|
—
|
|
$(900)
|
|
—
|
|
$(5,000)
|
|
—
|
|
$(20,000)
|
|
—
|
Per Share Amounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NAV per Share Held by Stockholder A
|
|
$10.00
|
|
$9.98
|
|
(0.20)%
|
|
9.91
|
|
(0.90)%
|
|
9.50
|
|
(5.00)%
|
|
8.00
|
|
(20.00)%
|
Investment per Share Held by Stockholder A (Assumed to be $10.00 per Share on Shares Held Prior to Sale)
|
|
$10.00
|
|
$10.00
|
|
—
|
|
$10.00
|
|
—
|
|
$10.00
|
|
—
|
|
$10.00
|
|
—
|
Dilution per Share Held by Stockholder A (NAV per Share Less Investment per Share)
|
|
—
|
|
$(0.02)
|
|
—
|
|
$(0.09)
|
|
—
|
|
$(0.50)
|
|
—
|
|
$(2.00)
|
|
—
|
Percentage Dilution to Stockholder A (Dilution per Share Divided by Investment per Share)
|
|
—
|
|
—
|
|
(0.20)%
|
|
—
|
|
(0.90)%
|
|
—
|
|
(5.00)%
|
|
—
|
|
(20.00)%
|
Name
|
Age
|
Position
|
Held Position Since
|
|
Bilal Rashid(1)
|
49
|
Chairman and Chief Executive Officer
|
2014
|
|
Jeffrey A. Cerny(2)
|
57
|
Chief Financial Officer and Treasurer
|
2014 (CFO and Treasurer)
|
|
Jeffery S. Owen(3)
|
55
|
Chief Accounting Officer
|
2016
|
|
Mukya S. Porter(4)
|
45
|
Chief Compliance Officer
|
2017
|
|
Tod K. Reichert(5)
|
58
|
Corporate Secretary
|
2017
|
(1)
|
Bilal Rashid
has served as our Chairman of the Board and Chief Executive Officer since 2014. He is also Chairman of the Board, President and Chief Executive Officer of Hancock Park Corporate Income, Inc. (“Hancock Park”) and OFS Credit Company, Inc. (“OFS Credit”), President and a Senior Managing Director of Orchard First Source Capital, Inc. (“OFSC”) and OFS Advisor, Chief Executive Officer of Orchard First Source Asset Management, LLC (“OFSAM”), and a member of OFSAM’s investment and executive committees. Prior to joining OFSC in 2008, Mr. Rashid was a managing director in the global markets and investment banking division at Merrill Lynch. Mr. Rashid has more than 20 years of experience in investment banking, debt capital markets and investing as it relates to structured credit and corporate credit. Over the years, he has advised and arranged financing for investment management companies and commercial finance companies including business development companies. Before joining Merrill Lynch in 2005, he was a vice president at Natixis Capital Markets, which he joined as part of a large team move from Canadian Imperial Bank of Commerce (“CIBC”). Prior to CIBC, he worked as an investment analyst in the project finance area at the International Finance Corporation, which is part of the World Bank. Prior to that, Mr. Rashid was a financial analyst at Lehman Brothers. Mr. Rashid has a B.S. in Electrical Engineering from Carnegie Mellon University and an MBA from Columbia University.
|
(2)
|
Jeffrey A. Cerny
has served as our Chief Financial Officer and Treasurer since 2014 and previously served as our Secretary from 2011 to 2014. Mr. Cerny also serves as the Chief Financial Officer and Treasurer of Hancock Park, a director, Chief Financial Officer and Treasurer of OFS Credit, a Senior Managing Director of OFSC and OFS Advisor, as a Vice President of OFSAM, as a member of OFSAM’s investment and executive committees and as a member of various OFSAM, and OFSAM affiliates, investment committees. Mr. Cerny oversees the finance and accounting functions of the aforementioned entities as well as underwriting, credit monitoring and CLO portfolio compliance for OFS Advisor’s syndicated senior loan business. Prior to joining OFSC in 1999, Mr. Cerny held various positions at Sanwa Business Credit Corporation, American National Bank and Trust Company of Chicago and Charter Bank Group, a multi-bank holding company. Mr. Cerny holds a B.S. in Finance from Northern Illinois University, a Masters of Management in Finance and Economics from Northwestern University’s J.L. Kellogg School of Management, and a J.D. from DePaul University’s School of Law.
|
(3)
|
Jeffery S. Owen
currently serves as the Chief Accounting Officer of OFS Capital, Hancock Park and OFS Credit. Mr. Owen also serves as the Chief Accounting Officer, Controller and Treasurer of OFSC and OFS Advisor. Mr. Owen has over 25 years of experience in public and private accounting. Prior to joining OFSC in November of 2015, Mr. Owen served as Senior Vice President of Corporate Accounting for Northern Trust Corporation. Before joining Northern Trust Corporation in 2010, he held various positions at Aon Corporation, Web Street, Inc., CNA Financial Corporation, and Ernst & Young LLP, an international public accounting firm. Mr. Owen holds a Bachelor of Accountancy from the University of Oklahoma and a Masters of Business Administration from The University of Chicago Graduate School of Business. Mr. Owen is also a Certified Public Accountant and a CFA charterholder.
|
(4)
|
Mukya S. Porter
currently serves as the Chief Compliance Officer of OFS Capital, Hancock Park, OFS Credit, OFSC and OFS Advisor, in which capacity she oversees the compliance and risk management functions. Ms. Porter has over 10 years of experience advising investment advisers, investment banks and other financial institutions. Prior to joining OFSC, Ms. Porter served as a Senior Vice President of Compliance at Oaktree Capital Management, an alternative investment adviser, from 2012 to 2016, where she was responsible for oversight of the firm’s code of ethics program and the day-to-day management of an affiliated limited-purpose broker dealer. Prior to Oaktree, Ms. Porter held the position of Vice President and Senior Compliance Officer at Pacific Investment Management Company (“PIMCO”) from 2010 to 2012 and prior to that, from 2004 to 2010, worked, first, as a Vice President in the Legal department at Morgan Stanley Global Wealth Management and, subsequently, as a Vice President of Compliance at Morgan Stanley Investment Management. Ms. Porter received a Bachelor of Science degree, magna cum laude, in Biology from Howard University in 1996 and a J.D. from the University of California, Berkeley School of Law in 2001.
|
(5)
|
Tod K. Reichert
currently serves as Corporate Secretary of OFS Capital, Hancock Park and OFS Credit, and as Managing Director, Chief Administrative Officer and General Counsel of OFS Advisor, in which capacity he oversees the legal and operational functions of the firm. Mr. Reichert has over 20 years of experience as a strategic business partner, providing advice on general corporate governance and transactional matters, with a focus on securities laws, compliance, corporate finance, debt and equity investments, and mergers and acquisitions. Prior to joining OFS Advisor, Mr. Reichert served as General Counsel, Chief Compliance Officer and Corporate Secretary of MCG Capital Corporation (NASDAQ: MCGC), managing the legal and compliance departments, overseeing complex litigation, and providing securities law, disclosure and transactional advice to the Board of Directors and senior management team, while serving as a member of the MCG credit committee and SBIC investment committee. Prior to joining MCG, Mr. Reichert worked as an attorney in private practice in New York, Princeton and Boston. Mr. Reichert received his J.D. from the Rutgers University School of Law - Newark and his BFA from the University of North Carolina.
|
Name and Address of Beneficial Owner
|
Total Number of Shares Beneficially Owned
|
Percentage of Common Stock Beneficially Owned(1)
|
Dollar Range of Equity Securities Beneficially Owned by Directors(2)(3)
|
||||||
Holders of more than 5% of our Common Stock:
|
|||||||||
Richard S. Ressler(4)
|
2,946,474
|
22.0%
|
N/A
|
||||||
Independent Directors:
|
|||||||||
Marc I. Abrams
|
3,195
|
*
|
$10,001-$50,000
|
||||||
Robert J. Cresci
|
0
|
N/A
|
N/A
|
||||||
Elaine E. Healy
|
0
|
N/A
|
N/A
|
||||||
Interested Directors:
|
|||||||||
Jeffrey A. Cerny
|
0
|
N/A
|
N/A
|
||||||
Bilal Rashid
|
0
|
N/A
|
N/A
|
||||||
Officers Who Are Not Directors:
|
|||||||||
Jeffery S. Owen
|
0
|
N/A
|
N/A
|
||||||
Tod K Reichert
|
0
|
N/A
|
N/A
|
||||||
Mukya S. Porter
|
0
|
N/A
|
N/A
|
||||||
All Directors and officers as a group (8 persons)
|
3,195
|
*
|
(1)
|
Applicable percentage of ownership for each holder is based on 13,392,529 shares of common stock outstanding on April 15, 2020.
|
(2)
|
Beneficial ownership has been determined in accordance with Rule 16a-1(a)(2) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. None of the reported shares held by Marc I. Abrams are pledged as security. The reported shares held by OFSAM are pledged as security for a revolving credit facility.
|
(3)
|
The dollar range of our equity securities beneficially owned is calculated by multiplying the closing price of our common stock as reported on The Nasdaq Global Select Market on April 15, 2020, times the number of shares beneficially owned.
|
(4)
|
Information is based on a Schedule 13D filed with the SEC on January 13, 2020. The shares attributed to Mr. Ressler in the table above are owned by Orchard First Source Asset Management, LLC (“OFSAM”). OFSAM is owned directly or indirectly by Bilal Rashid, Jeffrey A. Cerny and OI3, LLC (“OI3”). OI3 is a wholly-owned subsidiary of The OI3 2019 Trust (the “Trust”), a trust established by Richard Ressler for the benefit of his family members. Mr. Ressler serves as investment trustee for the Trust with sole investment authority. Orchard Capital Corporation (“OCC”), a firm controlled by Mr. Ressler, is the manager of OI3 and has sole investment authority with respect to assets held by OI3. Through his positions with the Trust and OCC, Mr. Ressler may be deemed to beneficially own the shares held by OFSAM. Mr. Ressler disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Neither of Messrs. Rashid nor Cerny is a beneficial owner of the Company’s common stock held by OFSAM for purposes of Section 13(d) of the Exchange Act.
|
•
|
investment guidelines and/or restrictions, if any, set forth in the applicable organizational, offering or similar documents for the investment vehicles;
|
•
|
the status of tax restrictions and tests and other regulatory restrictions and tests;
|
•
|
risk and return profile of the investment vehicles;
|
•
|
suitability/priority of a particular investment for the investment vehicles;
|
•
|
if applicable, the targeted position size of the investment for the investment vehicles;
|
•
|
level of available capital for investment with respect to the investment vehicles;
|
•
|
total amount of funds committed to the investment vehicles; and
|
•
|
the age of the investment vehicles and the remaining term of their respective investment periods, if any.
|
WHAT
|
HOW
|
|
1
|
Information that you give us
|
● when you provide, or provided, it to us in correspondence and conversations
● when you have made / make transactions
|
2
|
Information we obtain from others
|
● publicly available and accessible directories and sources
● tax authorities, including those that are based outside the jurisdiction where you are located if you are subject to tax in another jurisdiction
● governmental and competent regulatory authorities to whom we have regulatory obligations
● credit agencies
● fraud prevention and detection agencies and organizations
|
WHY
|
HOW
|
|
1
|
Obligations
|
It is
necessary to perform our obligations
to:
● administer, manage and set up your investment
● facilitate the transfer of funds, and administering and facilitating any other transactions
|
3
|
Our legitimate interests
|
For our
legitimate interests
or those of a third party to:
● address or investigate any complaints, claims, proceedings or disputes
● provide you with, and inform you about, our investment products and services
● monitor and improve our relationships with investors
● send direct marketing communications to you
● comply with applicable regulatory obligations
● manage our risk and operations
● comply with our accounting and tax reporting requirements
● comply with our audit requirements
● assist with internal compliance with our policies and process
● ensure appropriate group management and governance
● keep our internal records
● prepare reports on incidents / accidents
● protect our business against fraud, breach of confidence, theft of proprietary materials, and other financial or business crimes (to the extent that this is not required of us by law)
● analyze and manage commercial risks
● seek professional advice, including legal advice
● enable any actual or proposed assignee or transferee, participant or sub-participant of the partnership’s or our rights or obligations to evaluate proposed transactions
● facilitate business asset transactions involving the Company or related investment vehicles
● monitor communications to/from us using our systems
● protect the security and integrity of our IT systems
We only rely on these interests where we have considered that, on balance, our legitimate interests are not overridden by your interests, fundamental rights or freedoms.
|
1.
|
As Authorized -
if you request or authorize disclosure of the information, in each case in accordance with the agreements governing your investment;
|
2.
|
As required by law -
for example, to cooperate with any government regulators, self-regulatory organization or law enforcement authorities;
|
3.
|
As otherwise permitted by law
- for example, (i) to service providers who maintain, process or service the Company; (ii) in connection with the making, management or disposition of any fund investment; (iii) as otherwise necessary to effect, administer or enforce investment or fund transactions; or (iv) in connection with a sale or other transfer of the Company. We may also share information with attorneys, accountants, other service providers and with persons otherwise acting in a representative or fiduciary capacity on behalf of investors or the fund;
|
4.
|
To service providers - we may share information with service providers that perform marketing services on our behalf.
|
•
|
the right to access your personal data
|
•
|
the right to restrict the use of your personal data
|
•
|
the right to have incomplete or inaccurate data corrected
|
•
|
the right to ask us to stop processing your personal data
|
•
|
the right to require us to delete your personal data in some limited circumstances
|
•
|
the right to request information, with respect to our practices within the 12 months prior to your request, regarding the specific personal data we have collected from you, the sources from which we obtained it, the purposes for which we collected, used and shared the personal data, and the categories of third parties with whom we have shared it.
|
•
|
the right to disclosure of personal data collected and processed;
|
•
|
the right to “opt-out” of personal data to be sold; and
|
•
|
the right to require us to delete your personal data in some limited circumstances.
|
1.
|
The categories of your personal information that we’ve collected.
|
2.
|
The specific pieces of your personal information that we’ve collected.
|
3.
|
The categories of sources from which we collected personal information.
|
4.
|
The business or commercial purposes for which we collected personal information.
|
5.
|
The categories of third parties with which we shared personal information.
|
DETACH AND RETURN THIS PORTION ONLY
|
|
VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
|
|
OFS CAPITAL CORPORATION
10 SOUTH WACKER DRIVE
SUITE 2500
CHICAGO, IL 60606
|
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
|
|
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.
|
||
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
|
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [x]
|
KEEP THIS PORTION FOR YOUR RECORDS
|
DETACH AND RETURN THIS PORTION ONLY
|
OFS CAPITAL CORPORATION
|
|||||||||||
THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE
FOR
PROPOSAL 1.
|
|||||||||||
1.To authorize flexibility for the Company, with approval of its Board of Directors, to sell or otherwise issue shares of its common stock (during the next 12 months) at a price below the Company’s then current net asset value per share in one or more offerings, subject to certain limitations set forth in the proxy statement for the special meeting of stockholders (including that the cumulative number of shares sold pursuant to such authority does not exceed 25% of the Company’s then outstanding common stock immediately prior to each such sale).
|
FOR
o
|
AGAINST
o
|
ABSTAIN
o
|
||||||||
Note:
To transact such other business as may properly come before the Special Meeting and any adjournments or postponements thereof.
|
|||||||||||
Please indicate if you plan to attend this meeting
|
YES
o
|
NO
o
|
|||||||||
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such.
Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.
|
|||||||||||
Signature
[PLEASE SIGN WITHIN BOX]
|
Date
|
Signature (Joint Owners)
|
Date
|